JD.com (NASDAQ: JD) cancels 183.2M shares after $3.0B buyback

Rhea-AI Filing Summary

JD.com, Inc. reported that in 2025 it repurchased approximately 183.2 million Class A ordinary shares, equivalent to 91.6 million ADSs, for about US$3.0 billion. These repurchased shares represented roughly 6.3% of the company’s total ordinary shares outstanding as of December 31, 2024.

The company stated that all 183.2 million repurchased Class A shares have been cancelled, reducing its share count. The repurchases were made on both Nasdaq and the Hong Kong Stock Exchange under JD.com’s share repurchase program of up to US$5.0 billion, adopted in August 2024 and effective through August 2027. As of December 31, 2025, about US$2.0 billion remained available under this program.

Positive

• Significant share repurchase and cancellation: JD.com bought back approximately 183.2 million Class A shares (91.6 million ADSs) for about US$3.0 billion in 2025, equal to roughly 6.3% of ordinary shares outstanding as of December 31, 2024, and reports that all of these shares have been cancelled.
• Ongoing buyback capacity: The company states it still has about US$2.0 billion remaining under its share repurchase program of up to US$5.0 billion, effective through August 2027.

Negative

• None.

Insights

Equity Capital Markets Analyst

JD.com executed a large 2025 buyback, cancelling 6.3% of shares and leaving US$2.0B capacity.

JD.com reports that in 2025 it repurchased approximately 183.2 million Class A ordinary shares, equivalent to 91.6 million ADSs, for a total of US$3.0 billion. The company notes that these shares represented about 6.3% of its total ordinary shares outstanding as of December 31, 2024, indicating a sizeable reduction relative to its prior share base.

The company states that all 183.2 million repurchased shares have been cancelled, which mechanically lowers the number of shares in circulation. The repurchases were carried out on both Nasdaq and the Hong Kong Stock Exchange under a buyback program of up to US$5.0 billion, adopted in August 2024 and effective through August 2027. As of December 31, 2025, JD.com reports approximately US$2.0 billion remaining available under this authorization, so future activity will depend on how the company chooses to use that remaining capacity.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-36450

JD.com, Inc.

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

Exhibit Index

99.1 Press Release—JD.com Announces Updates of Share Repurchase and Cancellation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JD.COM, INC.
By:		/s/ Ian Su Shan
Name:		Ian Su Shan
Title:		Chief Financial Officer

Date: January 8, 2026

Exhibit 99.1

JD.com Announces Updates of Share Repurchase and Cancellation

BEIJING, January 8, 2026 (GLOBE NEWSWIRE) — JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter), the “Company” or “JD.com”), a leading supply chain-based technology and service provider, today announced updates of its share repurchase and cancellation.

The Company repurchased a total of approximately 183.2 million Class A ordinary shares (equivalent to 91.6 million American depositary shares, “ADSs”) for a total of approximately US$3.0 billion in 2025. The total number of these repurchased shares amounted to approximately 6.3% of the Company’s total ordinary shares outstanding as of December 31, 2024.

All of the 183.2 million Class A ordinary shares (equivalent to 91.6 million ADSs) repurchased in 2025 have been cancelled as of the date of this announcement.

These repurchases were made from both Nasdaq and the Hong Kong Stock Exchange pursuant to the Company’s share repurchase program of up to US$5.0 billion adopted in August 2024 and effective through August 2027. The remaining amount of the share repurchase program was approximately US$2.0 billion as of December 31, 2025.

About JD.com

JD.com is a leading supply chain-based technology and service provider. The Company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The Company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

CONTACTS:

Investor Relations

Sean Zhang

+86 (10) 8912-6804

IR@JD.com

Media Relations

+86 (10) 8911-6155

Press@JD.com

FAQ

What share repurchase did JD (JD.com, Inc.) report for 2025?

JD.com reported repurchasing approximately 183.2 million Class A ordinary shares, equivalent to 91.6 million ADSs, for a total of about US$3.0 billion in 2025.

What portion of JD.com’s share base did the 2025 buyback represent?

The company stated that the 183.2 million repurchased Class A ordinary shares amounted to roughly 6.3% of its total ordinary shares outstanding as of December 31, 2024.

Were JD.com’s repurchased shares in 2025 cancelled?

Yes. JD.com reported that all 183.2 million Class A ordinary shares repurchased in 2025 have been cancelled as of the date of the announcement.

On which exchanges did JD.com conduct its 2025 share repurchases?

The company stated that the repurchases were made on both Nasdaq and the Hong Kong Stock Exchange.

How large is JD.com’s current share repurchase program and how much remains?

JD.com described a share repurchase program of up to US$5.0 billion, adopted in August 2024 and effective through August 2027. As of December 31, 2025, approximately US$2.0 billion remained available.

What exchanges list JD.com shares and ADSs mentioned in this update?

JD.com noted listings on Nasdaq under the symbol JD and on the Hong Kong Stock Exchange under codes 9618 (HKD counter) and 89618 (RMB counter).